Sector: Materials
CENTURY ALUMINUM · Meeting: June 15, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of the Seven Director Nominees Named in this Proxy Statement to Serve a One-Year Term
No overboarding concerns (zero other public boards), strong 3-year stock outperformance vs. peer median (+344pp vs. 50pp threshold), attendance above 75% threshold, and relevant M&A and financial expertise supporting board qualifications.
Holds one other public board seat (Cummins India), well within the four-board limit, attendance above 75%, and brings relevant industrial operations and safety expertise; TSR trigger does not apply given strong outperformance.
As CEO and executive director, subject to the same TSR trigger as other directors, but the company's 3-year total shareholder return outperforms the peer median by +344 percentage points, far exceeding the 50pp threshold required to trigger a vote against, so no TSR concern applies.
Holds one other public board seat (Regency Affiliates), well within limits, serves as Audit Committee Chair with confirmed financial expertise as a Chartered Accountant, and TSR outperformance is strongly positive over his tenure.
Classified as non-independent (Glencore designee) but does not serve on any board committees, so the independence-on-committee concern does not apply; holds no other public boards and brings relevant aluminum industry expertise.
Serves as independent Board Chairman with no other public boards listed, strong metals and mining CEO background directly relevant to Century's business, and TSR outperformance over his tenure is substantially positive.
Joined in 2023, well within the 24-month new-director exemption window for TSR accountability purposes, holds no other public boards, and brings relevant operational and utilities sector leadership experience.
All seven directors receive a FOR vote. The company's 3-year total shareholder return of +550% outperforms the compensation peer group median by +344 percentage points, far above the 50-percentage-point threshold needed to trigger a vote against any director. No director is overboarded, no non-independent director sits on the audit or compensation committee, no attendance issues are disclosed (all directors attended at least 86% of meetings), and the board skills matrix is disclosed with relevant qualifications for each nominee.
CEO
Jesse Gary
Total Comp
$7,166,252
Prior Support
89%%
The CEO's total compensation of $7.17 million is reasonable for a $6 billion Basic Materials company, and the pay structure is strongly performance-oriented — approximately 85% of the CEO's target pay is variable and at risk, including 60% in performance stock awards tied to multi-year relative total shareholder return versus an aluminum industry peer group. The 2023-2025 performance stock awards vested at 200% of target, reflecting the company's total shareholder return of 244-255% of the peer group average, directly aligning executive payout with exceptional shareholder outcomes. The prior Say on Pay vote received 89% support, the company has a meaningful clawback policy, and pay mix and incentive design meet the policy's quality standards with no red flags.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,577,000
Non-Audit Fees
$594,000
Non-audit fees of $594,000 represent approximately 16.6% of audit fees of $3,577,000, well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $6B market cap company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; and no material audit failures tied to the recent financial restatement were identified by the Audit Committee.
The 2026 Century Aluminum annual meeting ballot contains three standard proposals — director elections, auditor ratification, and an advisory vote on executive compensation — all of which receive a FOR vote under this policy. The company's stock has delivered exceptional returns over the past three years (+550%), outperforming its compensation peers by a wide margin, and executive pay is structured with strong performance linkage, supporting affirmative votes across all proposals.
3 companies disclosed in 2026 proxy filing
